CURRENT REPORT FOR ISSUERS SUBJECT TO THE
                         1934 ACT REPORTING REQUIREMENTS

                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                   For the Fiscal Year Ended December 31, 2007

                         SILVER PEARL ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                       333-124837                 45-0538522
(State or other jurisdiction    (Commission File Number)    (IRS Employer
 of incorporation)                                           Identification No.)

                  1541 E. Interstate 30, Rockwall, Texas 75087
               (Address of principal executive offices (zip code))

                                  972-722-4411
              (Registrant's telephone number, including area code)



                                (Former address)

Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months  and (2) has been  subject  to such  filing  requirement  for the past
90days. Yes [X] No [ ].

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:

         Large Accelerated Filer [  ].          Accelerated Filer  [  ].

         Non-Accelerated Filer   [  ].          Smaller Reporting Company [X]


Indicate by a check mark  whether the company is a shell  company (as defined by
Rule 12b-2 of the Exchange Act: Yes [X] No [ ].

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2007: $ 68,520

Shares of common stock outstanding at December 31, 2007: 5,696,800




<PAGE>


PART I.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K includes  forward-looking  statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, which we refer
to in  this  annual  report  as  the  Securities  Act,  and  Section  21E of the
Securities  Exchange Act of 1934,  as amended,  which we refer to in this annual
report as the Exchange Act.  Forward-looking  statements  are not  statements of
historical  fact but rather  reflect our  current  expectations,  estimates  and
predictions about future results and events. These statements may use words such
as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project"
and similar  expressions  as they relate to us or our  management.  When we make
forward-looking  statements,  we are basing them on our management's beliefs and
assumptions,  using information currently available to us. These forward-looking
statements are subject to risks,  uncertainties  and assumptions,  including but
not limited to, risks,  uncertainties  and assumptions  discussed in this annual
report.  Factors that can cause or contribute to these differences include those
described  under the headings  "Risk  Factors" and  "Management  Discussion  and
Analysis and Plan of Operation."

If one or more of these or other risks or uncertainties  materialize,  or if our
underlying assumptions prove to be incorrect, actual results may vary materially
from what we projected.  Any  forward-looking  statement you read in this annual
report  reflects our current  views with respect to future events and is subject
to  these  and  other  risks,  uncertainties  and  assumptions  relating  to our
operations, results of operations, growth strategy and liquidity. All subsequent
written and oral  forward-looking  statements  attributable to us or individuals
acting  on our  behalf  are  expressly  qualified  in  their  entirety  by  this
paragraph.  You should  specifically  consider  the factors  identified  in this
annual  report  which  would cause  actual  results to differ  before  making an
investment  decision.  We are under no duty to update any of the forward-looking
statements  after the date of this annual report or to conform these  statements
to actual results.


ITEM 1.  DESCRIPTION OF BUSINESS

We were  incorporated  on May 4,  2004 in the  State of Texas  as  Silver  Pearl
Enterprises,  Inc.  (herein  referred to as  "Silverpearl"  or "the Company") in
order to sell  furniture and decorating  accessories  for both  residential  and
commercial  uses.  For the first part of the year,  we purchased  our  furniture
through  companies that import directly from  manufacturers  in China,  and some
decorating items from local importers and distributors.  We ceased operations at
the end of August  and sold our  subsidiary,  which held  substantially  all our
assets.

Sales for the year ended  December  31, 2007 and 2006 were  $35,558 and $97,738,
respectively.  Before we  ceased  operations,  we sold  residential  and  office
furniture, and other decorating accessories, some of which are imported and some
of which we obtained from local importers and distributors.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company  rented a 2,980  square  foot  facility on a three year lease at the
rate of $1,500 per month from a company  controlled by a shareholder.  The lease


                                       2
<PAGE>

expired in July 2007 and was not renewed.  The Company now shares an office with
the President, at no charge, since we have no operations.


ITEM  3. LEGAL PROCEEDINGS

The company is not involved in any legal proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote to the security  holders during
2007.


                                       3
<PAGE>


PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
                  MATTERS

The Common  Stock is  currently  quoted on the NASDAQ  bulletin  board under the
symbol "SVPE."

The  following  table sets forth the  quarterly  high and low bid prices for the
Common  Stock  for  2007.  The  prices  set forth  below  represent  interdealer
quotations,  without  retail  markup,  markdown  or  commission  and  may not be
reflective of actual transactions.

Fiscal 2007                                      HIGH          LOW
                                                 ----          ---
  First Quarter                                  $0.50         $0.50
  Second Quarter                                 $1.25         $0.15
  Third Quarter                                  $0.15         $0.15
  Fourth Quarter                                 $0.15         $0.15

Shareholders

As of December  31, 2007,  there were  approximately  117 record  holders of the
Common Stock.  This number excludes any estimate by the Company of the number of
beneficial owners of shares held in street name, the accuracy of which cannot be
guaranteed.

Dividends

The  Company has not paid cash  dividends  on any class of common  equity  since
formation  and the  Company  does not  anticipate  paying any  dividends  on its
outstanding common stock in the foreseeable future.

Warrants

The Company has no warrants outstanding.

ITEM 6.    SELECTED FINANCIAL DATA

Not Required as a Smaller Reporting Company

ITEM 7.  MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  should be read in conjunction  with our  consolidated
financial  statements  provided  in this  annual  report on Form  10-K.  Certain
statements contained herein may constitute forward-looking statements within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements involve a number of risks, uncertainties and other factors that could
cause actual results to differ materially, as discussed more fully herein.

The  forward-looking  information  set forth in this annual  report is as of the
date of this filing,  and we undertake no duty to update this information.  More


                                       4
<PAGE>

information about potential factors that could affect our business and financial
results is  included  in the  section  entitled  "Risk  Factors"  of this annual
report.


SUMMARY OF 2007

Sales in 2007 decreased steadily due to major construction on roads in our area.
As expenses  continued to drain our  resources,  we decided to cut our losses in
our main line of business and instead focus on finding an acquisition candidate.

Results for the Year Ended December 31, 2007

Revenues for the year ended  December 31, 2007 were $35,558  compared to $97,738
for the year ended December 31, 2006.

Cost of goods sold were $13,781 for 2007 and $75,548 for 2006,  thus giving us a
gross  profit of  $21,777 or 61% in 2007 and  $22,190 or 23% in 2006.  Our gross
profit went up  year-over-year as we sold higher margin products in 2007 than in
2006.

Total  operating  expenses  for the year were  $80,916 for 2007 and $425,400 for
2006.  Included in the 2006 total is a non-cash expense for consulting  services
of $265,000 for consulting fees. Adjusting for that charge, our expenses in 2006
were  $160,400 or a decrease of $79,484.  The  decrease is due to a reduction in
advertising  and other general  operating  expenses as we ceased  operations and
sold the operating assets in August 2007.

Net loss for the year ended December 31, 2007 was $176,240  compared to the loss
for 2006 of $344,649.

The  Company  is now  focused on finding  an  acceptable  acquisition  or merger
candidate. As of the date of this 10-K, we have not entered into any discussions
or negotiations with any company, whether formal or informal.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company, together with the independent auditors'
report  thereon of The Hall Group CPAs appear on pages F-1 through  F-13 of this
report

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANICAL DISCLOSURES

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required to be disclosed by an
issuer in the reports that it files or submits under the Securities Exchange Act
of 1934, as amended (the "Act") is accumulated and  communicated to the issuer's
management,  including its principal executive and principal financial officers,
or  persons  performing  similar  functions,  as  appropriate  to  allow  timely


                                       5
<PAGE>

decisions regarding required  disclosure.  It should be noted that the design of
any  system of  controls  is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions,
regardless  of how  remote.  As of the end of the period  covered by this Annual
Report,  we  carried  out an  evaluation,  under  the  supervision  and with the
participation of our President,  also serving as our Chief Financial Officer, of
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures.  Based on this  evaluation,  our President  has  concluded  that the
Company's  disclosure  controls and procedures are not effective  because of the
identification  of a material  weakness in our internal  control over  financial
reporting  which is identified  below,  which we view as an integral part of our
disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting
-----------------------------------------------------
We have  not yet  made any  changes  in our  internal  controls  over  financial
reporting  that occurred  during the period  covered by this report on Form 10-K
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting
-----------------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the  Exchange  Act.  Our  internal  control  system was designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles.  Because of inherent limitations,
a system of internal control over financial  reporting may not prevent or detect
misstatements.  Also,  projections of any evaluation of  effectiveness to future
periods  are  subject to the risk that  controls  may become  inadequate  due to
change in  conditions,  or that the degree of  compliance  with the  policies or
procedures may deteriorate.

Our  management  conducted an  evaluation of the  effectiveness  of our internal
control over financial  reporting  using the criteria set forth by the Committee
of  Sponsoring  Organizations  of the  Treadway  Commission  (COSO) in  Internal
Control--Integrated Framework. Based on its evaluation, our management concluded
that  there is a  material  weakness  in our  internal  control  over  financial
reporting.  A material  weakness is a deficiency,  or a  combination  of control
deficiencies,  in internal control over financial reporting such that there is a
reasonable  possibility that a material  misstatement of the Company's annual or
interim  financial  statements  will not be  prevented  or  detected on a timely
basis.

The material  weakness relates to the lack of segregation of duties in financial
reporting, as our financial reporting and all accounting functions are performed
by xternal  accountants  who may not always get full  information  and therefore
something  is  not  recorded  appropriately.  Our  President  does  not  possess
accounting  expertise  and our company  does not have an audit  committee.  This
weakness  is due to the  company's  lack of working  capital to hire  additional
staff. To remedy this material weakness,  we intend to engage another accountant
to assist with financial reporting as soon as our finances will allow.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report  was  not  subject  to the  attestation  by the
Company's  registered  public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only  management's  report in this annual
report.


                                       6
<PAGE>


The Company's  management  carried out an assessment of the effectiveness of the
Company's internal control over financial reporting as of December 31, 2007. The
Company's management based its evaluation on criteria set forth in the framework
in Internal Control--Integrated  Framework issued by the Committee of Sponsoring
Organizations of theTreadway  Commission.  Based on that assessment,  management
has concluded that the Company's  internal control over financial  reporting was
not effective as of December 31, 2007.



PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

As of December 31, 2007,  the following  persons serve as directors and officers
of the Company.

Denise D. Smith      52               Chief Executive Officer, President, Chief
                                       Financial Officer and Director

Denise D. Smith.  Ms. Smith  graduated  from Oklahoma  State  University  with a
degree in Advertising  and Public  Relations.  She held various sales  positions
selling  advertising for brochures,  magazines and a television  station.  These
positions required her to interact with business owners and help them develop an
advertising  and  marketing  plan for their  business and working with local and
national  advertising  agencies in selling  advertising for their clients.  This
entailed  describing  the  different  advertising  avenues  which  gave  her  an
expertise  in the  advertising  and  marketing  area.  She also was  required to
develop  territories and generate new business for her employers.  After working
successfully  in these sales  positions  she took time to raise a family.  Since
June 4,  2004,  she has been the sole  officer  and  director  of  Silver  Pearl
Enterprises, Inc.


ITEM 10. EXECUTIVE COMPENSATION

Our executive  officer  received $-0- in 2007 and $5,100 in 2006 in compensation
from the Company.







                                       7
<PAGE>


ITEM 12.          SECUIRTY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS


As of December 31, 2007 the following  persons or entities  known to the Company
to own 5% or more of the Company's Voting Stock:

Title/relationship                                   Amount owned
to Issuer               Name of Owner                before offering   Percent
-------------------------------------------------------------------------------
President, Secretary
and Director            Denise D. Smith                    4,000,000     70.22%

Shareholder             Art Xpectations, LLC                 400,000      7.02%

Shareholder             VMP Enterprises, LLC                 360,000      6.32%

Shareholder             TriPoint Capital Advisors, LLC       480,000      8.43%
                                                           ---------      -----


All officers, directors, and
5% shareholders as a group                                 5,240,000     91.99%









                                       8

<PAGE>



ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTION

None.


ITEM 13.          EXHIBITS, FINANICAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following  documents are filed as part of this report:  Included in Part
II, Item 7 of this report:

         Report of Independent Registered Public Accounting Firm

         Balance Sheet as of December 31, 2007

         Statements of Operations for the Years Ended December 31, 2007 and 2006

         Statement of Cash Flows for the Years Ended December 31, 2007 and 2006

         Statements of Stockholders' Equity for the Years Ended December 31,
         2007 and 2006

         Notes to the Financial Statements

(b) The Company did not file any Form 8-K's in 2007.


(c)      Exhibits


Exhibit Number    Name of Exhibit

    31.1       Certification  of  Chief  Executive  Officer,  pursuant  to  Rule
               13a-14(a) of the  Exchange  Act, as enacted by Section 302 of the
               Sarbanes-Oxley Act of 2002.

    31.2       Certification  of  Chief  Financial  Officer,  pursuant  to  Rule
               13a-14(a) of the  Exchange  Act, as enacted by Section 302 of the
               Sarbanes-Oxley Act of 2002.

    32.1       Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer,  pursuant to 18 United  States  Code  Section  1350,  as
               enacted by Section 906 of the Sarbanes-Oxley Act of 2002.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES
The aggregate fees billed for  professional  services  rendered by our auditors,
for the audit of the registrant's annual financial  statements and review of the


                                       9
<PAGE>

financial statements included in the registrant's Form 10-K or services that are
normally  provided by the accountant in connection with statutory and regulatory
filings  or  engagements  for the years  ended  December  31,  2007 and 2006 was
$13,500 and $2,000 respectively.

(2) AUDIT-RELATED FEES
NONE

(3) TAX FEES
NONE

(4) ALL OTHER FEES
NONE

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES Audit Committee Financial Expert

The Securities and Exchange  Commission has adopted rules  implementing  Section
407 of the  Sarbanes-Oxley  Act of 2002 requiring  public  companies to disclose
information  about "audit committee  financial  experts." As of the date of this
Annual report,  we do not have a standing Audit Committee.  The functions of the
Audit Committee are currently  assumed by our Board of Directors.  Additionally,
we do not have a member of our Board of  Directors  that  qualifies as an "audit
committee  financial expert." For that reason, we do not have an audit committee
financial expert.










                                       10
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this Annual  Report on Form 10-K to be signed on its
behalf by the undersigned hereunto duly authorized.


SILVER PEARL ENTERPRISES, INC.

By:      /s/  Denise D. Smith
         ---------------------
         Denise D. Smith
         Chief Executive Officer and Chief Financial Officer

Dated:   March 31, 2008













                                       11
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Management of
Silver Pearl Enterprises, Inc.
Rockwall, Texas

We have audited the accompanying balance sheet of Silver Pearl Enterprises, Inc.
as of December 31, 2007 and the related statements of operations, cash flows and
stockholders'  equity for the years  ended  December  31,  2007 and 2006.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

We were not engaged to examine management's assertion about the effectiveness of
Silver Pearl Enterprises, Inc.'s internal control over financial reporting as of
December 31, 2007 and, accordingly, we do not express an opinion thereon.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Silver Pearl Enterprises,  Inc.
as of December 31, 2007,  and the results of its  operations  and its cash flows
for the years ended  December 31, 2007 and 2006 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 to the
financial  statements,  the Company  has  suffered  significant  losses and will
require  additional capital to develop its business until the Company either (1)
achieves a level of revenues  adequate to  generate  sufficient  cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital  requirements.  These  conditions  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 8. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/  The Hall Group, CPAs
-------------------------
The Hall Group, CPAs
Dallas, Texas

March 21, 2008

                                       1
<PAGE>

<TABLE>

<CAPTION>


                                SILVER PEARL ENTERPRISES, INC.
                                         Balance Sheet

<S>                                                                           <C>

December 31, 2007

       ASSETS

      Current Assets
            Cash and Cash Equivalents                                         $     863
                                                                              ---------
                Total Current Assets                                                863

      Other Assets
            Note Receivable                                                      47,953
                                                                              ---------
                Total Other Assets                                               47,953
                                                                              ---------

                     TOTAL ASSETS                                             $  48,816
                                                                              =========


                             LIABILITIES AND STOCKHOLDERS' EQUITY

      Current Liabilities
            Accounts Payable                                                  $  25,334
            Due to Related Parties                                               16,500
            Revolving Line of Credit                                             28,202
                                                                              ---------
                Total Liabilities (All Current)                                  70,036

      Stockholders' Equity
            Preferred Stock, $.001 par value, 20,000,000 shares authorized,
                0 shares issued and outstanding                                       0
            Common Stock, $.001 par value, 50,000,000 shares authorized,
                5,696,800 shares issued and outstanding                           5,697
            Additional Paid-In Capital                                          555,453
            Retained Earnings (Deficit)                                        (582,370)
                                                                              ---------
                Total Stockholders' Equity (Deficit)                            (21,220)
                                                                              ---------

                     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $  48,816
                                                                              =========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>



                         SILVER PEARL ENTERPRISES, INC.
                              Statements of Income
                 For the Years Ended December 31, 2007 and 2006

                                                         2007            2006
                                                     -----------    -----------

REVENUES                                             $    35,558    $    97,738

COST OF SALES                                             13,781         75,548
                                                     -----------    -----------
           GROSS PROFIT                                   21,777         22,190

OPERATING EXPENSES
      Advertising                                          8,327         33,223
      Consulting  Services                                     0        265,000
      Contract Services                                    5,547          9,986
      Depreciation                                        10,981         14,160
      Licenses & Fees                                      4,618         11,734
      Office Expenses                                      7,311          3,876
      Payroll Expenses                                    12,759              0
      Professional Fees                                   11,227              0
      Rent - Related Party                                10,500         19,233
      Other Operating Expenses                             9,646         68,188
                                                     -----------    -----------
           TOTAL OPERATING EXPENSES                       80,916        425,400
                                                     -----------    -----------

NET OPERATING INCOME (LOSS)                              (59,139)      (403,210)

OTHER INCOME (EXPENSE)
      Interest Income                                      1,079             33
      Interest Expense                                    (1,679)          (819)
      Loss on Sale of Assets                             (46,384)             0
      Unrealized Loss from Marketable Securities               0         (1,969)
                                                     -----------    -----------
           TOTAL OTHER INCOME (EXPENSE)                  (46,984)        (2,755)
                                                     -----------    -----------

NET (LOSS) BEFORE INCOME TAXES                          (106,123)      (405,965)

      Provision for Income Taxes (Expense) Benefit       (70,117)        61,316
                                                     -----------    -----------

NET INCOME (LOSS)                                    $  (176,240)   $  (344,649)

      Beginning Retained Earnings (Deficit)             (406,130)       (61,481)
                                                     -----------    -----------

ENDING RETAINED EARNINGS (DEFICIT)                   $  (582,370)   $  (406,130)
                                                     ===========    ===========

EARNINGS PER SHARE

      Weighted Average of Outstanding Shares           5,696,800      4,826,145
                                                     ===========    ===========

      Income (Loss) for Common Stockholders          $     (0.03)   $     (0.07)
                                                     ===========    ===========


The accompanying notes are an integral part of these financial statements.

                                       3


<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                            Statements of Cash Flows
                 For the Years Ended December 31, 2007 and 2006

                                                                     2007            2006
                                                                  -----------    -----------
<S>                                                               <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES
      Net Income (Loss)                                           $(176,240)   $(344,649)
      Adjustments to reconcile net income to net cash
       provided by operating activities:
           Depreciation                                              10,981       14,160
           Loss on Disposition of Assets                             46,384            0
           Decrease in Accounts Receivable                                0        3,522
           Decrease in Inventory                                     67,082        3,809
           Decrease in Deposits                                       1,500            0
           (Increase) Decrease in Deferred Tax Benefit               70,117      (61,316)
           Increase in Due from Related Parties                      16,500            0
           (Decrease) Increase in Accounts Payable                  (13,956)      29,674
                                                                  ---------    ---------

               Net Cash Provided (Used) by Operating Activities      22,368     (354,800)

CASH FLOWS FROM INVESTING ACTIVITIES
           Acquisition of Note Receivable                           (47,953)           0
           Disposition of Fixed Assets                               (4,440)           0
           Purchase of Fixed Assets                                       0      (32,188)
                                                                  ---------    ---------
               Net Cash (Used) by Investing Activities              (52,393)     (32,188)


CASH FLOWS FROM FINANCING ACTIVITIES
      Common Stock Issued for Cash                                        0      335,750
      Increase in Line of Credit                                     23,801            0
      Payments on Note Payable                                         (403)     (24,335)
                                                                  ---------    ---------
               Net Cash Provided by Financing Activities             23,398      311,415
                                                                  ---------    ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                          (6,627)     (75,573)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                        7,490       83,063
                                                                  ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR                          $     863    $   7,490
                                                                  =========    =========

SUPPLEMENTAL DISCLOSURES

      Cash Paid During the Year for Interest Expense              $       0    $     819
                                                                  =========    =========
</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       4


<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                  Statement of Changes in Stockholders' Equity
                 For the Years Ending December 31, 2007 and 2006

                                                                                               Retained
                                                       Common Stock             Paid-In        Earnings
                                                    Shares          Amount      Capital        (Deficit)       Totals
                                                ---------------  -------------------------   -----------------------------
<S>                                                                            <C>           <C>           <C>

2006
Beginning Stockholder's Equity                       5,025,300   $    5,025    $  220,375    $  (61,481)   $      163,919

      Issuance of Common Stock
          for Cash                                     671,500          672       335,078                         335,750

      Net (Loss)                                                                               (344,649)         (344,649)
                                                ---------------  -----------  ------------   -----------   ---------------

Stockholders' Equity at December 31, 2006            5,696,800   $    5,697   $   555,453    $  (406,130)  $      155,020
                                                ===============  ===========  ============   ===========   ===============

2007
      Net (Loss)                                                                               (176,240)         (176,240)
                                                ---------------  -----------  ------------   -----------   ---------------

Stockholders' Equity at December 31, 2007            5,696,800   $    5,697   $   555,453    $  (582,370)  $       (21,220)
                                                ===============  ===========  ============   ===========   ===============
</TABLE>











The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007




NOTE 1 - NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------

         Nature of Activities, History and Organization:
         -----------------------------------------------

         Silver Pearl Enterprises,  Inc. (The "Company")  operates as a retailer
         of furniture and framed art. The Company is located in Rockwall,  Texas
         and was  incorporated  on May 4,  2004  under  the laws of the State of
         Texas.

         The Company  redomiciled to Nevada  effective  February 28, 2007,  upon
         which  20,000,000  shares of preferred  stock with a par value of $.001
         were  authorized.  In addition,  the Company  increased its  authorized
         common shares to 50,000,000 with a par value of $.001.

         As discussed in Note 2, the Company sold all of their operating  assets
         during 2007 in exchange for a note receivable.

         Significant Accounting Policies:
         --------------------------------

         The  Company's  management  selects  accounting   principles  generally
         accepted in the United  States of America and adopts  methods for their
         application.  The  application  of accounting  principles  requires the
         estimating,  matching  and timing of revenue  and  expense.  It is also
         necessary for management to determine,  measure and allocate  resources
         and  obligations  within  the  financial  process  according  to  those
         principles.  The accounting policies used conform to generally accepted
         accounting  principles  which  have been  consistently  applied  in the
         preparation of these financial statements.

         The financial statements and notes are representations of the Company's
         management  which is responsible for their  integrity and  objectivity.
         Management  further  acknowledges  that it is  solely  responsible  for
         adopting sound  accounting  practices,  establishing  and maintaining a
         system of internal  accounting  control and  preventing  and  detecting
         fraud. The Company's system of internal  accounting control is designed
         to assure, among other items, that 1) recorded  transactions are valid;
         2) valid transactions are recorded; and 3) transactions are recorded in
         the proper  period in a timely manner to produce  financial  statements
         which present fairly the financial condition, results of operations and
         cash flows of the Company for the respective periods being presented.

                  Basis of Presentation:
                  ----------------------

                  The Company  prepares its financial  statements on the accrual
                  basis of accounting.


                                       6
<PAGE>

                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007


NOTE 1 - (CONTINUED)
-------------------

                  Cash and Cash Equivalents:
                  --------------------------

                  Cash and cash equivalents  includes cash in bank with original
                  maturities  of three  months or less are  stated at cost which
                  approximates market value, which in the opinion of management,
                  are subject to an insignificant risk of loss in value.

                  Inventory:
                  ----------

                  Inventory  is  comprised  of  goods   purchased   for  resale;
                  therefore,  the  Company  has  no raw  materials  or  work  in
                  process. The Company uses the specific identification and FIFO
                  ("First In,  First Out")  methods for  inventory  tracking and
                  valuation.  Inventory is stated at the lower of cost or market
                  value.

                  Earnings (Loss) per Share:
                  --------------------------

                  Earnings  (loss) per share  (basic) is  calculated by dividing
                  the net income (loss) by the weighted average number of common
                  shares outstanding for the period covered.  As the Company has
                  no potentially  dilutive  securities,  fully diluted  earnings
                  (loss)  per  share is  equal  to  earnings  (loss)  per  share
                  (basic).

                  Use of Estimates:
                  -----------------

                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make estimates and assumptions that affect certain reported
                  amounts and  disclosures.  Accordingly,  actual  results could
                  differ from those estimates.

                  Revenue Recognition:
                  --------------------

                  The Company  recognizes  revenue  from the sale of products in
                  accordance with the Securities and Exchange  Commission  Staff
                  Accounting Bulletin No. 104 ("SAB 104"),  "Revenue Recognition
                  in Financial Statements." Revenue will be recognized only when
                  all of the following criteria have been met:

                    o    Persuasive evidence of an arrangement exists;

                    o    Ownership  and all risks of loss have been  transferred
                         to buyer, which is generally upon shipment;

                    o    The   price   is   fixed   and   determinable;   and

                    o    Collectibility is reasonably assured.


                                       7

<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007

NOTE 1 - (CONTINUED)
--------------------

                  All  inventory  is picked up by the  customer  or  shipped  to
                  customers FOB shipping  point.  The risk of loss  transfers to
                  the customer at the time of pick up or shipment. Currently all
                  revenue is generated  from the sale of products and no revenue
                  is earned from services rendered.

                  Revenue  is  recorded  net  any  of  sales  taxes  charged  to
                  customers.

                  Cost of Goods Sold:
                  -------------------

                  Cost of Goods Sold includes direct material costs and incoming
                  and outgoing freight.

                  Recently Issued Accounting Pronouncements:
                  ------------------------------------------

                  The Company  does not expect the  adoption of recently  issued
                  accounting  pronouncements to have a significant impact on the
                  Company's  results of operations,  financial  position or cash
                  flow.   See  Note  9  for  a  discussion  of  new   accounting
                  pronouncements.

                  Comprehensive Income:
                  ---------------------

                  SFAS No. 130, "Reporting  Comprehensive  Income",  establishes
                  standards for reporting  and display of  comprehensive  income
                  and its components in a full set of general-purpose  financial
                  statements.  For the years ended  December  31, 2007 and 2006,
                  the  Company  had no  items  of  other  comprehensive  income.
                  Therefore,  the net  loss  equals  comprehensive  loss for the
                  years then ended.


NOTE 2 - SALE OF ASSETS
-----------------------

         On August 31,  2007,  the Company sold all of their  operating  assets,
         including all inventory  and fixed assets.  The purchaser  also assumed
         certain operating liabilities.  A loss of $46,384 was recognized on the
         sale.

         The Company  received a $47,953  note  receivable  in exchange  for the
         assets.  The note bears interest at 9%, with ten interest only payments
         of $359  beginning  October  15,  2007.  Beginning  on July  15,  2008,
         principal  and  interest  payments of $1,525 are due based upon a three
         year amortization. There is no prepayment penalty.


                                       8
<PAGE>

                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007


NOTE 3 - DUE TO RELATED PARTY
-----------------------------

         At  December  31,  2007,  the Company  owed  $16,500 in rent to Dynacap
         Holdings Ltd., LLC ("Dynacap"). A shareholder who is also the spouse of
         the Company's Chief Executive Officer, is also a member of Dynacap.


NOTE 4 - LINE OF CREDIT
-----------------------

         The Company  entered  into an amended  and  restated  revolving  credit
         arrangement on March 1, 2005 with a credit limit of $50,000. Collateral
         for the loan includes all of the assets and business interests, as well
         as all of the common stock that the Chief  Executive  Officer and Chief
         Financial Officer own (4,000,000 shares). The loan has an interest rate
         of 5% per annum,  compounded  monthly and was due on April 1, 2007. The
         note is currently payable upon demand.  Upon the occurrence of an event
         of  default,  Lender may attach  and apply any  profits  accrued by the
         Company, to cure the default or to apply on account of any indebtedness
         under the revolving  credit  arrangement due and owing. At December 31,
         2007, the balance owed on the revolving credit arrangement was $28,202.


NOTE 5 - EQUITY
---------------

         The Company is authorized to issue 20,000,000 preferred shares at a par
         value of $0.001  per  share.  At  December  31,  2007,  no shares  were
         outstanding.

         The Company is  authorized to issue  50,000,000  common shares at a par
         value of $0.001 per share.  These  shares have full voting  rights.  At
         December 31, 2007, there were 5,696,800 shares outstanding.






                                       9
<PAGE>

<TABLE>

<CAPTION>

                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007


NOTE 6 - INCOME TAXES
---------------------

         The Company  follows FASB Statement  Number 109,  Accounting for Income
         Taxes.  Deferred  income  taxes  reflect  the  net tax  effects  of (a)
         temporary  differences  between  the  carrying  amounts  of assets  and
         liabilities for financial  reporting  purposes and the amounts used for
         income  tax  reporting  purposes,  and (b)  net  operating  loss  carry
         forwards.  For Federal  income tax purposes,  the Company uses the cash
         basis of  accounting,  whereas the accrual  basis is used for financial
         reporting purposes. In addition,  certain assets are charged to expense
         when acquired under Section 179 of the Internal Revenue Code for income
         tax purposes. The cumulative tax effect at the expected tax rate of 25%
         of significant  items comprising the Company's net deferred tax amounts
         as of December 31, 2007 and 2006 are as follows:

<S>                                                                        <C>          <C>

                                                                            12/31/07     12/31/06
                                                                            ---------    ---------
                 Deferred tax assets attributable to:
                   Prior years                                             $ 116,327    $   8,801
                   Tax benefit for current year                               32,864       61,316
                                                                           ---------    ---------

                          Total deferred tax benefit                       $ 149,191    $  70,117
                                                                           =========    =========

                 Valuation Allowance:                                      $(149,191)   $       0
                                                                           ---------    ---------

                          Net Deferred Tax Asset                           $       0    $  70,117
                                                                           =========    =========

         Components of the current provision (benefit) for taxes on income for
         the current year are as follows:
                                                                            12/31/07     12/31/06

                                                                            ---------   ---------
                 Income tax before extraordinary item:
                   Tax provision (benefit) on current year operations      $   70,117   $ (61,316)
                                                                            ---------   ---------

                          Net provision (benefit)                           $  70,117   $ (61,316)
                                                                            =========   =========
</TABLE>


         The  realization  of deferred  tax benefits is  contingent  upon future
         earnings and, as of December 31, 2007 has been fully reserved.



                                       10
<PAGE>

                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007


NOTE 7 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

         The lease for the  Company's  retail space expired in July 2007 and was
         not  renewed.  As the Company does not have any future  minimum  rental
         obligations or any other commitments at December 31, 2007.

         Rent  expense was $10,500 and $19,233 for the years ended  December 31,
         2007 and 2006.


NOTE 8 - FINANCIAL CONDITION AND GOING CONCERN
----------------------------------------------

         The  Company  has an  accumulated  deficit  through  December  31, 2007
         totaling $582,370 and had negative working capital of $69,173.  Because
         of this  accumulated  deficit,  the  Company  will  require  additional
         working capital to develop its business operations. The Company intends
         to raise additional working capital either through private  placements,
         public  offerings  and/or bank financing.  There are no assurances that
         the  Company  will be able to either  (1)  achieve a level of  revenues
         adequate  to  generate  sufficient  cash flow from  operations;  or (2)
         obtain additional  financing through either private  placement,  public
         offerings  and/or bank  financing  necessary  to support the  Company's
         working capital  requirements.  To the extent that funds generated from
         any private  placements,  public  offerings  and/or bank  financing are
         insufficient,  the  Company  will  have  to  raise  additional  working
         capital.  No assurance can be given that  additional  financing will be
         available, or if available, will be on terms acceptable to the Company.
         If adequate  working  capital is not available,  the Company may not be
         able to continue its operations.

         The Company sold all of its operating  assets  during 2007,  and is not
         generating  any  revenue to offset  continuing  expenses to operate the
         Company.  The Company is currently  seeking an  acquisition  candidate.
         These conditions raise substantial doubt about the Company's ability to
         continue as a going  concern.  The financial  statements do not include
         any adjustments  relating to the  recoverability  and classification of
         asset carrying amounts or the amount and  classification of liabilities
         that might be  necessary  should the Company be unable to continue as a
         going concern.






                                       11
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007


NOTE 9 - RECENT ACCOUNTING PRONOUCEMENTS
----------------------------------------

         In June 2003, the Securities and Exchange  Commission  ("SEC")  adopted
         final  rules  under  Section  404 of  the  Sarbanes-Oxley  Act of  2002
         ("Section  404"), as amended by SEC Release No. 33-8760 on December 15,
         2006.  Commencing with the Company's  Annual Report for the year ending
         December  31,  2008,  the  Company is  required  to include a report of
         management on the Company's internal control over financial  reporting.
         The internal  control  report must include a statement of  management's
         responsibility  for  establishing  and  maintaining  adequate  internal
         control  over  financial  reporting  for the Company;  of  management's
         assessment of the effectiveness of the Company's  internal control over
         financial  reporting  as of  year-end  and of  the  framework  used  by
         management  to evaluate the  effectiveness  of the  Company's  internal
         control over financial reporting. Furthermore in the following year the
         Company's  independent  accounting  firm has to  issue  an  attestation
         report  separately on the  Company's  internal  control over  financial
         reporting on whether it believes  that the Company has  maintained,  in
         all  material  respects,  effective  internal  control  over  financial
         reporting.

         In July 2006, the FASB issued FASB  Interpretation  No. 48,  Accounting
         for  Uncertainty  in  Income  Taxes  (FIN  48).  FIN 48  clarifies  the
         accounting  for  income  taxes by  prescribing  a  minimum  probability
         threshold  that a tax position  must meet before a financial  statement
         benefit is recognized.  The minimum threshold is defined in FIN 48 as a
         tax  position  that  is  more  likely  than  not to be  sustained  upon
         examination by the applicable taxing authority, including resolution of
         any related  appeals or  litigation  processes,  based on the technical
         merits of the position. The tax benefit to be recognized is measured as
         the largest amount of benefit that is greater than fifty percent likely
         of being realized upon ultimate  settlement.  FIN 48 must be applied to
         all existing tax positions upon initial adoption. The cumulative effect
         of  applying  FIN 48 at  adoption,  if  any,  is to be  reported  as an
         adjustment to opening retained  earnings for the year of adoption.  FIN
         48 is effective for the Company's year-end 2007, but is not expected to
         have a material impact on our consolidated  financial statements,  with
         the  possible  exception  of certain  disclosures  relative  to our net
         operating loss carryovers and the related valuation allowance.

         In 2006, the Financial Accounting Standards Board issued the following:

               - SFAS No. 155: Accounting for Certain Hybrid Financial
                 Instruments

               - SFAS No. 156: Accounting for Servicing of Financial Assets

               - SFAS No. 157: Fair Value Measurements

               - SFAS No. 158: Employers' Accounting for Defined Benefit Pension
                 and Other Postretirement Plans


                                       12
<PAGE>


                         SILVER PEARL ENTERPRISES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007


NOTE 9 - (CONTINUED)
--------------------

         In 2007, the Financial Accounting Standards Board issued the following:

                - SFAS No. 159: The Fair Value Option for Financial Assets and
                  Financial Liabilities;
                  Including an amendment of FASB Statement No. 115

               - SFAS No. 141: (Revised 2007), Business Combinations

               - SFAS No. 160: Noncontrolling Interest in Consolidated Financial
                 Statements

Management  has reviewed  these new  standards  and  believes  that they have no
impact on the financial statements of the Company.






















                                       13